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 instructions issued by the relevant
 Government Entity or other tax
 authority as to the proper
 completion thereof and (2) such Tax
 Indemnitee is entitled under
 applicable law to provide the
 requested certification or other
 documentation; provided, however,
 that such Tax Indemnitee shall not
 be required to comply with any such
 certification, information,
 documentation, reporting or other
 requirement if such Tax Indemnitee
 determines in its sole discretion
 exercised in good faith that such
 compliance may result in any
 adverse consequences to such Tax
 Indemnitee.

LIBID in relation to any period and
 amount in respect of which an
 interest rate is to be determined
 pursuant thereto, LIBOR for such
 amount and such period minus 12.5
 basis points (but in no event shall
 LIBID be less than zero).

LIBOR in relation to any period and amount in
 respect of which an interest rate is to be
 determined pursuant hereto:

 (a) the offered rate (if any) appearing
 on page 3750 (or its successor or
 replacement page) of the Telerate
 Screen for dollars for the
 specified period at 11:00 a.m. on
 the Quotation Date therefor; or

 (b) if no such rate is available on
 page 3750 (or its successor or
 replacement page) of the Telerate
 Screen, the rate determined by
 Lessor to be the arithmetic mean
 (rounded upwards, if not already
 such a multiple, to the nearest
 whole multiple of one sixteenth of
 one percent) of the rates (as
 notified to Lessor) at which each
 of the Reference Banks (on the
 basis that at least two Reference
 Banks so notify Lessor) was
 offering to prime

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